Queensland 2014 M&A Roundup - Pitcher Partners

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Queensland 2014 M&A Roundup - Pitcher Partners
Queensland 2014
M&A Roundup
Queensland 2014 M&A Roundup - Pitcher Partners
Contents
Introduction                             4

Summary of transactions                  5

Sector focus                             6
 Business services8
 Consumer9
 Technology, media & telecommunications 10
 Leisure        11
 Industrials & chemicals		      12
 Pharma, medical & biotech		    13

Geographic spread14

IPO update                              16

Succession planning research            17

About Pitcher Partners                  18
Queensland 2014 M&A Roundup - Pitcher Partners
Queensland 2014 M&A Roundup - Pitcher Partners
4

    Introduction
    Pitcher Partners are pleased to present the findings of our research on Queensland Merger & Acquisition (“M&A”)
    activity over the calendar year 2014.

    Successfully executed acquisitions can be an excellent strategy to enhance shareholder value through accelerating
    access to geographies, products, technologies, people, and also through consolidating industries. Acquisitions
    obviously also require sellers, and divestments for most private vendors are a once in a lifetime opportunity to secure
    their families’ future. Succession planning is also a key research focus of Pitcher Partners – refer to page 17.

    This report is focused on:
    •   Acquisitions – Queensland based success stories executing domestic and international acquisitions (e.g. Corporate
        Travel Management, G8 Education, and Retail Food Group); and
    •   Divestments – Queensland based companies selling out to onshore and offshore corporates, or to private equity
        acquirers (e.g. Endeavour College of Natural Health, Schultz Toomey O’Brien Lawyers and Wotif ).

    The report contains M&A analysis by sector of interest for investors, interstate and cross border deal flows, identifies
    a number of private equity transactions, and also provides an update on Pitcher Partners’ Queensland IPO Study on
    the 10 years to the end of 2012.

    Typically, bulge bracket deals like QIC’s $6.7 billion sale of Queensland Motorways, and Retire Australia’s $616.7
    million divestment to NZ based Infratil gain the market headlines. However, these deals can be broadly noted as
    the exception in the Queensland market, with M&A in the sunshine state typified by “Middle Market” deals broadly
    classified as those between $10 million and $250 million.

    Middle Market deals accounted for 89 (53%) of the 169 transactions which had disclosed values, and $5.0 billion (34%)
    of the total $14.3 billion in transaction values. Those transactions below $10 million (which are often difficult to
    obtain information on, but are critical to the M&A flow), represented a further 44% of these deals but only $298.6
    million (2%) of value.

    We hope you find this report valuable.

                              Warwick Face
                              Partner In Charge – Corporate Finance
                              wface@pitcherpartners.com.au
Queensland 2014 M&A Roundup - Pitcher Partners
5
Summary of transactions
                                                                  Figure 1: Queensland M&A deal volume 2014
     There were a to t al o f
                                                                  (deals with disclosed values)

       246                         Transaction values totalled

                                     $14.3
                                                                  Middle Market
announce d transac tions in 2014

                                          billion                                     8%
Queensland 2014 M&A Roundup - Pitcher Partners
Sector focus
6

    Over recent years the largest sector for transactions and              Figure 2: Queensland M&A 2014
    investment has been Energy, mining & utilities (“EM&U”).
                                                                                          40                                          8,000
    During 2014 this was again significant in relation to the
    number of deals with 32 completed. However the overall deal
    value has been overtaken by Business services; Technology,
    media & telecommunications (“TMT”); Industrials &                                     30                                          6,000

                                                                                                                                               Deal value AU $m
                                                                        Number of deals
    chemicals; and Pharma, medical & biotech. It is however
    worth noting that in the EM&U sector, APA Group’s yet to
    be completed $6.01 billion bid for the Queensland Curtis                              20                                          4,000
    LNG Pipeline (QCLNG) was announced, which if completed,
    would have moved this sector to second highest by overall
    deal value. The decline in commodity prices and demand for                            10                                          2,000
    Australian minerals has seen active acquisition of smaller
    resource companies in the sector by larger competitors, both
    domestic and foreign.
                                                                                          0                                           0

                                                                                               Oct
                                                                                               Aug
    Set out on the following pages is detailed analysis and

                                                                                               Dec
                                                                                               Nov
                                                                                                Jan

                                                                                               May
                                                                                               Feb

                                                                                               Sep
                                                                                               Apr

                                                                                                 Jul
                                                                                               Jun
                                                                                               Mar
    commentary on each of the following sectors:
                                                                                               Number of deals           Deal value AU $m
           Business services
                                                                                 From a seasonality perspective the usual January
           Consumer                                                              lull in deal numbers applied, and April was the high
                                                                                 point in value with QIC’s divestment of Queensland
                                                                                 Motorways.
           TMT

     4     Leisure

     5     Industrials & chemicals

     6     Pharma, medical & biotech
    For the balance of sectors we note as follows:
    Financial services                 Transportation                 Real estate                                Construction

       • Largely dominated by            •   Dominated by two            • Dominated by National                   • Dominated by
         Bank of Queensland’s                major transactions            Storage who executed                      Seymour Whyte’s
         $210.0 million                      being:                        eight deals totalling                     acquisition of Rob Carr
         acquisition of Investec’s                                         $178.6 million.                           for $41.1 million.
         specialist finance and               - Archer Capital’s
         leasing businesses.                  $239.0 million
                                              purchase of LCR Group
       • Consolidation continued              from CHAMP; and
         in the insurance broking
         sector with seven                    - Archer Capital’s
         divestments including                $237.0 million
         Ausure and Blue                      purchase of Aero-Care
         Broking.                             from Next Capital.

       86%                 of Queensland M&A deal value fell within the six sectors identified.
Queensland 2014 M&A Roundup - Pitcher Partners
7
Energy, mining & utilities                      Business services                       Consumer

No. of deals       % of deal No.                No. of deals        % of deal No.       No. of deals         % of deal No.
32                 13%                          35		                14%                 27                   11%
Value (AU$m)       Avg. value (AU$m)            Value (AU$m)        Avg. value (AU$m)   Value (AU$m)         Avg. value (AU$m)
832m               33m                          1,300m 45m                              770m                 35m

TMT                                             Leisure                                 Financial services

No. of deals       % of deal No.                No. of deals        % of deal No.       No. of deals         % of deal No.
28                 11%                          23                  9%                  17                   7%
Value (AU$m)       Avg. value (AU$m)            Value (AU$m)        Avg. value (AU$m)   Value (AU$m)         Avg. value (AU$m)
970m               65m                          573m                32m                 263m                 29m

Industrials & chemicals                         Pharma, medical & biotech               Transportation

No. of deals       % of deal No.                No. of deals        % of deal No.       No. of deals         % of deal No.
22                 9%                           20                  8%                  15                   6%
Value (AU$m)       Avg. value (AU$m)            Value (AU$m)        Avg. value (AU$m)   Value (AU$m)         Avg. value (AU$m)
7,730m 50m*                                     966m                74m                 579m                 83m
                  *Excludes $6.7bn divestment
                   of Queensland motorways.

Real estate                                     Agriculture                             Construction

No. of deals       % of deal No.                No. of deals        % of deal No.       No. of deals         % of deal No.
16                 7%                           3                   1%                  8                    4%
Value (AU$m)       Avg. value (AU$m)            Value (AU$m)        Avg. value (AU$m)   Value (AU$m)         Avg. value (AU$m)
257m               21m                          40m                 20m                 67m                  13m
Queensland 2014 M&A Roundup - Pitcher Partners
8

            Business services
                                                                                                                                            No. of deals                  % of deal No.
    Childcare M&A was dominant within Queensland’s services sector with
    12 different transactions totalling $661.0 million (51% of Business
                                                                                                                                            35		                          14%
    services transactions). The largest of these deals was perennial acquirer
    G8 Education’s $229.6 million acquisition of Sterling Early Education
    which included 91 centres. G8 Education executed a further six deals                                                                    Value (AU$m)                  Avg. value (AU$m)
    totalling $279.4 million for the acquisition of a further 140 centres.
    Affinity Education, newly listed late in 2013, executed four acquisitions
                                                                                                                                            1,300m 45m
    totalling $152.0 million for an increase of 94 centres.

    The Registered Training Organisation (“RTO”) space saw eight
    transactions totalling $343.6 million. This included the large scale                                                                                G8 Education has
    divestments of Queensland businesses Ingeus Limited for $223.5 million
    to US listed Providence Service Corp, and Endeavour College of Natural                                                                              a comprehensive
    Health’s $84.0 million cash sale to listed Victorian company Vocation,                                                                      methodology in
    which itself has now disclosed material trading and liquidity issues. A
    Queensland RTO on the buy side was ASX listed Site Group International,                                                                     identifying profitable
    who executed three purchases (both domestic and international)                                                                              centres to acquire. Centres
    totalling $17.0 million.
                                                                                                                                                are managed through a
    The balance of the services sector was dominated by the acquisition of                                                                      number of key operational
    Queensland legal firms Schultz Toomey O’Brien for $19.0m by Victorian                                                                       metrics and performance
    based Slater and Gordon, and Emanate Legal and Stephen Browne
    Personal Injury Lawyers for $36.0 million by Queensland’s Shine Lawyers.                                                                    indicators designed to
    The remaining transactions were a mixture, but included private equity                                                                      ensure optimal centre
    buyouts of Cater Care ($40.0 million) by CHAMP Ventures, and East
    Coast Traffic Control ($10.3 million) by Teaminvest.
                                                                                                                                                performance in line with
                                                                                                                                                the overall group.

                                                                                                                                            G8 Education //
                                                                                                                                            Investor Presentation (November 2014)

    Figure 3: -Business    services
                   $1,000.0m  $2,000.0m
                                        M&A      Queensland
                                         $3,000.0m $4,000.0m
                                                                 2014 $6,000.0m
                                                             $5,000.0m               $7,000.0m     $8,000.0m
                                                                                                                -
                                                                                                                    $9,000.0m
                                                                                                                                $2,000.0m
                                                                                                                                    $10,000.0m
                                                                                                                                                  $4,000.0m   $6,000.0m        $8,000.0m    $10,000.0m

                                                                                                                                            Middle Market
                                                                                                 AU$150m -          3                   $613.8m
    AU$250m+         0    -                                                                      AU$250m

                                                                                                 AU$50m -           4                           $351.4m
     AU$10m -
                     20                                                       $1,263.1m          AU$150m
     AU$250m

                                                                                                 AU$10m -           13                                                                      $297.9m
      AU$0m -                                                                                    AU$50m
                     9                        $36.5m
      AU$10m
                                                                                                               0                2           4           6      8          10           12      14
                                                                                                                                                    Number of deals
        Not
                     6                -
     Disclosed

                 0            2   4       6      8     10   12    14     16     18        20        22         24         26           28
                                                            Number of deals
9
         Consumer
                                                                                                                                               No. of deals                      % of deal No.
ASX listed Greencross lead the consumer charge in 2014, continuing its
roll-up of veterinary practices with five deals (totalling $7.5 million), and
                                                                                                                                               27                                11%
its consolidation of pet retail with the $205.7 million acquisition of City
Farmers from Quadrant Private Equity (following on from its November
2013 $341.7 million merger / acquisition of Pet Barn). City Farmers was                                                                        Value (AU$m)                      Avg. value (AU$m)
the largest Queensland Consumer M&A transaction.
                                                                                                                                               770m                              35m
Serial food service franchise acquirer Retail Food Group’s addiction to
caffeine continued through three coffee related acquisitions being:

•     Cafe2U Pty Limited which was acquired for $15.0 million;
•     Gloria Jean’s Gourmet Coffee Group for $179.9 million; and
                                                                                                                                                        In terms of
•     Di Bella Coffee Group for $47.3 million.                                                                                                          network scale
                                                                                                                                                and penetration, the
These acquisitions complement its existing Michel’s, Donut King,
Esquires Coffee, bb’s Café, Caffe Coffee and The Coffee Guy businesses.                                                                         company’s 1H15
                                                                                                                                                activities represent
M&A activity in the retail car sector also continued with ASX listed AP
Eagers acquiring Craig Black Group for $35.0 million, and Ian Boettcher
                                                                                                                                                a revolution for
Group for $15.0 million.                                                                                                                        shareholders and
                                                                                                                                                franchisees, providing
The private shareholders of SurfStitch reacquired 51% of the
business pre-float from Billabong for $35.0 million, acquired UK rival                                                                          immediate access to
Surfdome.com.au for $45.0 million from Quicksilver, and then executed                                                                           international markets
an IPO in November 2014 – refer page 16.
                                                                                                                                                and increased supply
                                                                                                                                                chain capability.

                                                                                                                                               Colin Archer // Retail Food Group
                                                                                                                                               Chairman (ASX Announcement 25
                                                                                                                                               February 2015)

    Figure 4: Consumer
              -    $1,000.0m
                            M&A   Queensland
                             $2,000.0m $3,000.0m
                                                 2014
                                                 $4,000.0m            $5,000.0m    $6,000.0m
                                                                                                -
                                                                                                $7,000.0m
                                                                                                              $2,000.0m
                                                                                                                  $8,000.0m
                                                                                                                                   $4,000.0m
                                                                                                                               $9,000.0m
                                                                                                                                                    $6,000.0m
                                                                                                                                                $10,000.0m
                                                                                                                                                                     $8,000.0m      $10,000.0m

                                                                                                                          Middle Market
                                                                                  AU$150m -         2             $385.6m
    AU$250m+         0    -                                                       AU$250m

                                                                                  AU$50m -          1     $67.8m
     AU$10m -
                     13                                     $737.2m               AU$150m
     AU$250m

                                                                                  AU$10m -          10                                                               $283.8m
      AU$0m -                                                                     AU$50m
                     9                        $32.7m
      AU$10m
                                                                                                0             2           4              6           8          10           12        14
                                                                                                                                     Number of deals
        Not
                     5                -
     Disclosed

                 0            2   4       6      8     10      12       14        16       18            20        22         24         26        28
                                                                Number of deals
10

                Technology, media &
                telecommunications                                                                                                                                 No. of deals
                                                                                                                                                                   28
                                                                                                                                                                                                 % of deal No.
                                                                                                                                                                                                 11%
     Whilst 28 deals were closed in the Technology, media and
     telecommunications sector totalling $970.0 million, these were
                                                                                                                                                                   Value (AU$m)                  Avg. value (AU$m)
                                                                                                                                                                   970m                          65m
     dominated by two significant transactions:

     •      Wotif.com’s acquisition by US listed Expedia Inc. for $584.2
            million; and
     •      Global Payments Inc’s acquisition of Ezi Holdings for $305.0
            million.
                                                                                                                                                                            The Directors
     Consistent with the above divestments, 71% of transactions within                                                                                                      believe that the
     this industry involved a Queensland target being acquired by a
     company from another Australian state (39%), or an international                                                                                               significant premium
     company (32%).                                                                                                                                                 and overall terms and
                                                                                                                                                                    conditions of Expedia’s
     Ten of the deals had values of less than $10 million (another 13 were
     announced without values, with most appearing to be small in size)                                                                                             cash offer presents an
     indicating that Queensland’s tech companies continue to provide a                                                                                              excellent opportunity
     cost effective alternative in filling acquirers technology gaps. Such
     “capability acquisitions” often represent a cheaper, quicker and less
                                                                                                                                                                    which delivers
     risky alterative to in-house innovations and R&D.                                                                                                              compelling value to WTF
                                                                                                                                                                    shareholders.
     On the buy-side, Queensland listed Data#3 re-entered the acquisition
     market executing two transactions being Business Aspect Group and
     Discovery Technology totalling $13.5 million.
                                                                                                                                                                   Wotif.com Scheme Booklet //
                                                                                                                                                                   September 2014

     Figure 5: Technology, media and telecommunications M&A Queensland 2014
                                                                                                   -               $2,000.0m        $4,000.0m         $6,000.0m        $8,000.0m    $10,000.0m
                     -        $1,000.0m       $2,000.0m   $3,000.0m    $4,000.0m       $5,000.0m       $6,000.0m       $7,000.0m     $8,000.0m    $9,000.0m       $10,000.0m

                                                                                                                           Middle Market
                                                                               AU$150m -
     AU$250m+            2     $889.2m                                         AU$250m

                                                                                   AU$50m -
         AU$10m -
                         3          $43.8m                                         AU$150m
         AU$250m

                                                                                   AU$10m -            3                   $43.8m
         AU$0m -                                                                   AU$50m
                         10                               $37.0m
         AU$10m
                                                                                                   0           2               4           6           8          10           12      14
                                                                                                                                      Number of deals
            Not
                         13                                                        -
         Disclosed

                     0        2           4        6       8          10     12          14            16      18              20     22         24         26         28
                                                                              Number of deals
11
    4 Leisure
                                                                                                                                                             No. of deals                    % of deal No.
                                                                                                                                                             23                              9%
Queensland based travel players Flight Centre and Corporate Travel
Management have continued their international journeys in 2014. Flight
Centre executed two acquisitions being UK based Top Deck Tours for $41.6
million and also Travelplan for $2.1 million. Whilst growth story Corporate
Travel Management executed four acquisitions being:
                                                                                                                                                             Value (AU$m)                     Avg. value (AU$m)
•    Chambers Travel Group (UK) for $115.8 million;                                                                                                          573m                             32m
•    Diplomat Travel Service (US) for $11.2 million;
•    Avia International Travel (US) for $4.4 million; and
•    USTravel for $8.7 million.

Sunsuper entered the leisure industry with its $168.0 million acquisition                                                                                                 CTM’s Acquisition
of Discovery Holiday Parks from private equity funds, Next Capital, Allegro                                                                                               Strategy has
and Macquarie, being Queensland’s largest transaction in the leisure                                                                                                      remained
sector.
                                                                                                                                                                 consistent across all
Gyms and fitness represented another area of material Queensland M&A                                                                                             acquisitions: Strong
with Goodlife continuing its acquisition strategy buying eight sites from                                                                                        discipline in selection
Fitness First for $32.5 million, and also the Victorian based sites from                                                                                         criteria...alignment... focus
Genesis Fitness Clubs for $5.3 million.
                                                                                                                                                                 on financial and people
There were four deals in the casino sector with Aquis Reef executing three                                                                                       due diligence for cultural
acquisitions totalling $52.3 million, and also Jupiters in Townsville being                                                                                      match, robust transition
sold by Echo Entertainment to Colonial Leisure for $70.0 million.                                                                                                process... focus on EPS
                                                                                                                                                                 accretive acquisitions.
                                                                                                                                                             Corporate Travel Management //
                                                                                                                                                             Managing Director’s AGM address
                                                                                                                                                             29 October 2014

        Figure 6: Leisure M&A Queensland 2014
                                                                                                                      -               $2,000.0m        $4,000.0m     $6,000.0m        $8,000.0m   $10,000.0m
                      -            $1,000.0m           $2,000.0m   $3,000.0m    $4,000.0m   $5,000.0m    $6,000.0m        $7,000.0m       $8,000.0m    $9,000.0m   $10,000.0m

                                                                                                                                                      Middle Market
                                                                                                        AU$150m -          1    $168.0m
        AU$250m+          0    -
                                                                                                        AU$250m

                                                                                                        AU$50m -           2              $185.8m
         AU$10m -
                          11                                            $532.5m                         AU$150m
         AU$250m

                                                                                                        AU$10m -           8                                              $178.7m
          AU$0m -                                                                                       AU$50m
                          7                            $40.0m
          AU$10m
                                                                                                                     0                2           4          6        8          10          12      14
                                                                                                                                                           Number of deals
             Not
                          5                        -
          Disclosed

                      0            2           4            6       8          10     12       14        16      18            20          22         24      26      28
                                                                                       Number of deals
12

      5 Industrials & chemicals
                                                                                                                                                          No. of deals               % of deal No.
                                                                                                                                                          22                         9%
     This sector was dominated by QIC’s $6.7 billion divestment of Queensland
     Motorways, one of Queensland’s and Australia’s largest transactions in
     2014. Also of significant quantum was Transpacific Industries $890.8
     million divestment of its New Zealand operations to Beijing Capital Group
     Co. Ltd.
                                                                                                                                                          Value (AU$m)               Avg. value (AU$m)
     Divestments in the building products sector were prevalent including                                                                                 7,730m 50m*
     GWA’s exits of DUX Hotwater (and Warapave) to Noritz Corporation                                                                                                                *Excludes $6.7bn divestment
                                                                                                                                                                                      of Queensland motorways.
     of Japan for $46.0 million, and Brivis Climate Systems to Japan based
     Rinnai for $49.2 million. On the buy side Perth based Kresta snapped up
     Queensland’s Franklyn Blinds for $10.0 million.

     Maui Capital backed Diversified Mining Services also divested the entire                                                                                      The DMS
     businesses in parts, first COALTRAMs for $13.0m to Robin Levison lead                                                                                         business will
     PPK Group, and the balance to Mackay based Mastermyne Group for $20.6
     million.
                                                                                                                                                                   provide us with a
                                                                                                                                                           key suite of services that
                                                                                                                                                           complement our current
                                                                                                                                                           offering, are timely in
                                                                                                                                                           the current market and
                                                                                                                                                           importantly are very
                                                                                                                                                           niche to a number of
                                                                                                                                                           sectors.

                                                                                                                                                         Tony Caruso //
                                                                                                                                                         Mastermyne Managing Director
                                                                                                                                                         (ASX Announcement 26 September 2014)

     Figure 7: Industrials & chemicals M&A 2014

                                                                                       -            $2,000.0m        $4,000.0m         $6,000.0m         $8,000.0m      $10,000.0m
                  -        $1,000.0m       $2,000.0m   $3,000.0m       $4,000.0m   $5,000.0m   $6,000.0m        $7,000.0m       $8,000.0m    $9,000.0m     $10,000.0m

                                                                                                                Middle Market
                                                                         AU$150m -
     AU$250m+         2        $7,563.8m                                 AU$250m

      AU$10m -                                                            AU$50m -
                      5                       $147.2m                     AU$150m
      AU$250m

                                                                          AU$10m -         5                           $147.2m
      AU$0m -                                                             AU$50m
                      5                       $19.1m
      AU$10m
                                                                                      0         2               4           6           8          10            12        14
                                                                                                                         Number of deals
         Not
                      10                                           -
      Disclosed

                  0        2           4        6       8          10        12      14        16         18        20           22         24     26          28
                                                                              Number of deals
13
 6 Pharma, medical & biotech
                                                                                                                                                     No. of deals                   % of deal No.
                                                                                                                                                     20                             8%
M&A in this overall sector was dominated (64%) by Retire Australia’s
$616.7 million divestment to NZ based fund manager Infratil.

Archer Growth successfully divested its Queensland head quartered Cura
Day Hospitals business for $200.0 million via MBO with backing from UK
                                                                                                                                                     Value (AU$m)                   Avg. value (AU$m)
                                                                                                                                                     966m                           74m
based Intermediate Capital Group PLC. Archer co-founded the business
in 2008, and funded its growth to achieve eleven day hospital facilities
across Australia.

Private equity investment in the Queensland medical related sector
continued during 2014 with Quadrant Private Equity’s $40.0 million
investment in ICON Cancer Care, and ICON’s subsequent acquisition of
Radiation Oncology Queensland.                                                                                                                                   By bringing together
                                                                                                                                                                 ROQ and Icon,
The Pharmacy sector also received interest with Discount Drug Stores’                                                                                            Quadrant will look
$26.7 million sale to Central Healthcare, and Quadrant’s announced but                                                                                   to better serve the 25 per
yet to be completed investment in EPIC (formerly APHS).                                                                                                  cent of cancer patients
                                                                                                                                                         who require both radiation
On the Biotech side there was one material deal announced being                                                                                          and chemotherapy. The
Austmel’s $23.0 million sale to Getinge AB, a publicly-listed, Swedish                                                                                   combined company is
based group of companies.
                                                                                                                                                         also expected to be an
                                                                                                                                                         aggressive bidder in tenders
                                                                                                                                                         for the outsourcing of
                                                                                                                                                         public medical care to
                                                                                                                                                         private providers.

                                                                                                                                                     Sydney Morning Herald //
                                                                                                                                                     2 December 2014

  Figure 8: Pharma, medical & biotech M&A 2014

                                                                                     -            $2,000.0m            $4,000.0m        $6,000.0m         $8,000.0m    $10,000.0m
                -       $1,000.0m       $2,000.0m    $3,000.0m    $4,000.0m   $5,000.0m      $6,000.0m     $7,000.0m        $8,000.0m        $9,000.0m    $10,000.0m

                                                                                                              Middle Market
                                                                      AU$150m -          1    $200.0m
  AU$250m+          1 $616.7m                                         AU$250m

                                                                       AU$50m -
   AU$10m -
                    5       $319.7m                                    AU$150m
   AU$250m

                                                                        AU$10m -         4                        $119.7m
    AU$0m -                                                             AU$50m
                    7                   $29.8m
    AU$10m
                                                                                     0            2           4              6           8           10           12      14
                                                                                                                         Number of deals
       Not
                    7                            -
    Disclosed

                0       2           4        6        8          10     12      14           16       18          20          22        24          26       28
                                                                         Number of deals
14

     Geographic spread

     Sell side transactions

                                                                         45
     As shown below, volumes in Queensland M&A activity on the                              Deals were where the
     sell side was dominated by interstate companies with a total                           seller was from
     of 68 deals amounting to $7.2 billion. It should be mentioned                          Queensland and there was
     however, that $6.7 billion of interstate acquisitions related                          an international buyer.
     to QIC’s divestment of Queensland Motorways. Without this
     transaction the other 67 interstate acquisitions totalled just
     over $450.0 million.

     43 deals stayed within the state’s borders ($447.8m) and
     international acquirers were active with respect to both
     volume and deal value, accounting for 45 acquisitions totalling
     $3.7 billion.

     Private equity funds continued their interest in Queensland
     based investees with eight transactions including activity
     from Archer Capital (LCR Group & Aero Care), TeamInvest (East
     Coast Traffic, Outdoor Furniture Specialists & Coastal Energy),
     CHAMP Ventures (Catercare), and also Quadrant (ICON Cancer
     Care).

                                                     43
                                                                  Deals involved both the
                                                                  buyer and seller being
                                                                  Queensland companies.

        68
                       Deals were where the seller
                       was from Queensland and
                       the buyer was from another
                       Australian state.

                                                                      8
                                                                           Deals were where the seller was
                                                                           from Queensland and the buyer
                                                                           was a Private Equity Fund.
15
Buy side transactions

                                                                      19
Consistent with the sell side transactions, the volume of                                 Deals were where the
M&A in Queensland on the buy side was lead by transactions                                buyer was from Queensland
involving an inter-state target, accounting for 63 out of the                             and the seller was
125 deals and totalling $1.8 billion in value. Strong inter-state                         international.
involvement in Queensland M&A deals (both buy and sell side)
resulted in them accounting for 131 (53%) of the total 246
Queensland transactions and totalling $9.0 billion (63%) of the
total $14.3 billion announced deal value.

Only 19 deals occurred in which the Queensland company
involved was on the buy side of an international target,
compared to 45 sell side instances. One of the most notable
of these was Cardno’s acquisition of US headquartered PPI
Technology Services which accounted for $160.6 million out of
the total $642.3 million international buy side deals.

                                                 43
                                                             Deals were involved both
                                                             the buyer and seller being
                                                             Queensland companies.

   63
                   Deals were where the buyer
                   was from Queensland and
                   the seller was from another
                   Australian state.
IPO update
16

     Queensland IPO momentum experienced in late
     2013 (e.g. National Storage’s $240.0 million float and   IPOs by Industry                                                                  2014
     Affinity Education’s $75.0 million float in December     Energy, mining & utilities                                                            2
     2013) continued into 2014. Last calendar year saw
     nine Queensland-based IPOs, equal to 2013 but still      Business services                                                                     -
     below the heady years of 2004 - 2007 which averaged
                                                              Consumer                                                                              2
     16 per annum.
                                                              TMT                                                                                   2
     Overall, Australian IPO activity was fuelled by a
                                                              Leisure                                                                               1
     succession of private equity backed investee floats
     including SG Fleet, Burson, Spotless, iSentia, Monash    Financial services                                                                    -
     IVF, 3P Learning, Healthscope, Speedcast, APN
     Outdoor, Estia Health, Aconex, oOh!media and only        Industry & chemicals                                                                  1
     one Queensland investee Mantra.                          Pharma, medical & biotech                                                             1

     As stated in our previous Queensland IPO Study           Transportation                                                                        -
     (November 2013) Queensland is a resource rich            Real estate                                                                           -
     economy and this is reflected in the composition
     of companies listing on stock exchanges. With the        Agriculture                                                                           -
     Queensland economy transitioning from a mining           Construction                                                                          -
     investment / capex phase into a production phase,
     coupled with the downturn in the resources sector,       Total                                                                                 9
     Queensland IPO companies are now coming from
     non-traditional sectors.
                                                              Largest & smallest listing by offer                                               2014
     Of the nine companies to float in 2014, seven of the
                                                              Largest listing                               Mantra Group Limited
     nine were outside of the traditional Materials, Energy
     and Real Estate sectors.                                 Offer size ($m)                                                              $239.1

     In 2014, $573.2m of capital was raised, being a 72.9%    Smallest listing                                                   Enverro Limited
     increase from 2013. The largest IPO was private          Offer size ($m)                                                                   $4.0
     equity Mantra Group (largest Australian-based resort
     marketer and operator), which raised $239.1m. The
     smallest IPO was Enverro Limited (provides cloud-        Largest & smallest listing by market capitalisation                               2014
     based applications for workforce mobilisation in the
     oil, gas, mining and construction industries), which     Largest listing                               Mantra Group Limited
     raised an equivalent $4.0m.                              Implied market capitalisation ($m)                                          $449.0
                                                              Smallest listing                                                   Enverro Limited
                                                              Implied market capitalisation ($m)                                                $7.5

       Figure 9: Last five years of IPO transactions
                       Total Listings
               14               12        8              2              9                9          6,000

               12                                                                                                                    2nd Half
                                                                                                    5,000

               10
                                                                                                            ASX All Ordinaries

                                                                                                    4,000
                               7                                                                                                     1st Half
     No. of IPOs

                   8
                                                                        3
                                                                                                    3,000
                   6                                                                    6
                                         5                                                                                           Average
                                                                                                    2,000                            listings per
                   4
                                                                                                                                     year
                                                                        6
                               5                                                                    1,000                            ASX All
                   2
                                         3                                              3                                            Ords Data
                                                        2
                   -                                                                                -
                             2010       2011           2012           2013            2014
17
Succession planning research
In conjunction with Swinburne University of Technology,
Pitcher Partners undertook a four year study into succession
planning, releasing our report Succession Reset: Family
Business Succession in the 21 st Century.

Succession Planning is one of the most important aspects of
future proofing the capital value of your business. Many people
think of retirement when you mention succession planning but
it is really about building the future while you are there today.

Nowadays, there is more uncertainty and complexity
surrounding succession planning. The skills required of the
incumbent generation to transition their business effectively
are greater than ever before. They must be able to make their
business “succession ready” being both ready for transition
or market sale, as a whole or in easily flexible parts. The need
to understand, and to be able to impact the drivers of capital
value and competitiveness in a business are critical in the
succession process.

The eight guiding principles identified from our study on
successful succession are:

1. Succession is not retirement
2. Start with readiness – preparation is a must
3. Set your goals before the journey
4. Harmony is a must
                                                                           Many middle market
5. Price is not first                                                      companies do not
6. Plan early, start earlier                                               properly plan their
                                                                    succession processes, as
7. Equality is not equal                                            business owners typically
8. Ask before you get lost – advisers are important                 spend more time in their
                                                                    business than working on
For further information or a copy of the study please contact       their business. Succession
us at: succession@pitcherpartners.com.au                            planning and business
                                                                    exit is not something best
                                                                    considered at the last
                                                                    minute. A structured and
                                                                    considered approach is key
                                                                    to maximising exit value
                                                                    and owner outcomes.
                                                                    Warwick Face //
                                                                    Partner in Charge Corporate Finance
18

     About Pitcher Partners
     Pitcher Partners is a full service accounting and
     business advisory firm with a strong reputation                               Pitcher Partners is a
     for providing quality advice to privately-owned,                              national association of
     corporate and public organisations.                                           independent firms.
     In Australia, Pitcher Partners has firms in Adelaide, Brisbane,               Liability limited by a scheme
     Melbourne, Perth, Sydney and Newcastle. We collaboratively leverage           approved under Professional
     from each other’s networks and draw on the skills and expertise of            Standards Legislation.
     1,000+ staff, in order to service our clients.
     Pitcher Partners is also an independent member of Baker Tilly
     International (BTI), the eighth largest network in the world by fee
     income. Our strong relationship with other BTI member firms,
     particularly in Asia Pacific, has allowed us to open many doors across
     borders for our clients.

                                                                                   $3.4bn
                                            Our private wealth services
     Our commercial services
                                            •   Estate Planning
     to dynamic businesses                  •   Family Office Management
                                            •   Investment Advisory Services
                                                                                   Worldwide revenue 2013 (USD)
     Financial essentials                   •   Philanthropy Services

                                                                                   137
                                            •   Retirement and Superannuation
     • Accounting and Business
                                            •   Self Managed Super Funds
       Advisory Services
     • Audit, Risk Management               Industry specialisations
       and Assurance
                                            •   Retail
     • Corporate Finance                                                           Countries
                                            •   Professional services
     • Recovery, Turnarounds

                                                                                   27,000+
                                            •   Health and aged care
       and Insolvency
                                            •   Manufacturing
     • Tax advice and Compliance
                                            •   Not for profit
                                            •   Property and construction
     Planning and growth
                                            •   Government and the public sector
                                                                                   Partners and staff globally
     •   Business Consulting                •   Agriculture

                                                                                   90
     •   Business Performance Improvement   •   Food and beverage
     •   Business Structuring               •   Hospitality
     •   Corporate Governance
     •   International Business Advisory
     •   Internal Audit
                                                                                   Partners nationwide
     •   Succession Planning

                                                                                   1,000+
     •   Superannuation Services
     •   Tax Consulting
     •   Technology and IT Consulting
     •   Valuations
                                                                                   People nationally
Firm
                                                 Pitcher Partners has the

                                                                                                                 19
                                                 resources and depth of
                                                 expertise of a major firm,

locations
                                                 but with a smaller firm
                                                 feel. We give our clients the
                                                 highest level of personal
                                                 service and attention.
                                                 That’s the difference.

  Brisbane                                 Sydney                                   Perth

 +61 7 3222 8444                          +61 2 9221 2099                           +61 8 9322 2022
 partners@pitcherpartners.com.au          partners@pitcher-nsw.com.au               partners@pitcher-wa.com.au

 Adelaide                                 Melbourne                                 Newcastle

 +61 8 8179 2800                         +61 3 8610 5000                            +61 2 4911 2000
 partners@pitcher-sa.com.au              partners@pitcher.com.au                    newcastle@pitcher.com.au

 Pitcher Partners is a national association of independent firms.
 Liability limited by a scheme approved under Professional Standards Legislation.
Get in
touch...

      Warwick Face
      Partner In Charge – Corporate Finance

         +61 7 3222 8302
         wface@pitcherpartners.com.au

      Ross Walker
      Managing Partner

         +61 7 3222 8406
         rwalker@pitcherpartners.com.au
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